When transferring a Cicis franchise, what must the transferor and any person or entity obligated under the Agreement or Guaranty be in compliance with?

greement and any advertising materials. You may not use any Mark in advertising the transfer or sale of your Development Rights or of any ownership in you without our prior written consent.

C. CONDITIONS FOR APPROVAL OF TRANSFER.

We may consider, and you will provide or assist us in compiling, any information we deem necessary or appropriate in connection with our assessment of a proposed Transfer. If we elect to approve a proposed Transfer, we may, at our discretion, condition our approval in any manner we deem necessary and appropriate to protect the Cicis brand and our interests in the System and this Agreement, including any of the following (each of which you agree is reasonable):

• 1. you and any person or entity obligated under this Agreement or Guaranty must be in compliance with your or its obligations;
• 1. you and the proposed transferee and its owners (if the transferee is a Business Entity) must provide all information and documents we request regarding the Transfer and the proposed transferee and its owners or affiliates;
• 1. you must provide us with executed versions of any relevant documents to effect the Transfer, and all other information we request about the proposed Transfer;
• 1. if you or the transferor offer the transferee financing for any part of the purchase price, all of the transferee's obligations under promissory notes, agreements, or security interests reserved in your Development Rights must be subordinate to the transferee's obligation to pay all amounts due to us, our Affiliates, and third party vendors and otherwise agree to comply with this Agreement (or any applicable Franchise Agreement with us);
• 1. you (and your owner(s)) must sign a general release, in a form satisfactory to us, of any and all claims against us, our Affiliates, and our and their related parties;
• 1. you (and your transferring owner(s)) (and your or their immediate family members) must sign a non-competition covenant in favor of us, commencing on the effective date of the Transfer and consistent with the post-term non-competition obligations contained in the most recent Franchise Agreement that you or your Affiliates have signed with us;
• 1. you must pay all amounts owed to us, our Affiliates, and third-party vendors and have submitted all required reports and statements under this Agreement and any Franchise Agreement with us;
• 1. you and your owners must not have violated any provision of this Agreement or any other agreement with us or our Affiliates during both the 60-day period before you requested our consent to the Transfer and

Source: Item 23 — RECEIPTS (FDD pages 65–263)